<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 29, 1995
------------------------------
NOONEY INCOME FUND LTD. II, L.P.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Missouri 0-14360 43-1357693
- ------------------------- ------------------------- -------------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of File No.)
of incorporation)
7701 Forsyth Boulevard, St. Louis, Missouri 63105
- ---------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 863-7700
----------------------------
Not Applicable
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 2 Pages
<PAGE> 2
ITEM 2: ACQUISITION OF ASSETS
- -----------------------------
Pursuant to the Purchase and Sale Agreement dated October 18,1994 between
Nooney Income Fund Ltd. II, L.P. (the "Registrant") and St. Louis Investment
Properties, Inc. ("SLIP"), a subsidiary of The Boatmen's National Bank of St.
Louis, the Registrant acquired SLIP's ownership interests in three commercial
properties. The transaction was closed on December 29, 1995. The acquired
interests are 50% of Countryside Executive Center, a single story office
building located in Palatine, Illinois; 55% of NorthCreek Office Park, a three
building office complex located in Cincinnati, Ohio; and 55% in Wards Corner
Business Center, a two building office/warehouse/showroom facility located in
Loveland, Ohio.
The Registrant received authority to complete the transaction through the
solicitation of the limited partners. Approximately fifty-eight percent (58%),
or 11,233 limited partnership units, positively consented to the transaction.
The purchase price of the ownership interests in the properties was $7,190,000,
all of which was obtained by the Registrant pursuant to a secured loan from The
Boatmen's National Bank of St. Louis. The purchase price was based on
independent property appraisals completed in conjunction with the transaction.
The Registrant intends to continue operating the acquired ownership interests
in the same manner in which SLIP has been engaged.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- --------------------------------------------------------------------------
Because it is impracticable to provide the requisite financial statements at
the time of this filing, they will be filed under cover of Form 8-K/A as soon
as they are available.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NOONEY INCOME FUND LTD. II, L.P.
Date: January 9, 1996 /S/ GREGORY J. NOONEY, JR.
--------------------------------------------
Gregory J. Nooney, Jr.
General Partner
